Tales of Winter
by ImBasic
Summary: This story follows the ups and downs of Bucky Barnes and Phoenix Elementum's whirlwind romance throughout the various events in Marvel movies. Can she help him conquer his past as he helps unleash her full potential or will they tear each other apart? Bucky/OC. I suck at summaries I'm sorry lol
1. Chapter 1

Author's Note

Hi fellow Marvel fans!

I have been itching to write a story that involves the Winter Soldier and a character of my creation. I am fully aware of the popular ship, Stucky, and this is in no way a bashing of that pairing, nor any else. This is solely a story written by me of a series of events that I wanted to explore.

Phoenix Elementum stared wide-eyed at the hologram of Director Nick Fury that was currently being projected on her bedroom wall.

"Agent Phoenix, I need you for a hostage situation on a SHIELD vessel. You will be working with the likenesses of Agent Romanoff and Captain America along with SHIELD's S.T.R.I.K.E team to recover the hostages." Director Fury began informing the still star-struck SHIELD agent.

"I want you here within the hour. You deploy at midnight, and I will provide you with a suit at the mission briefing." Fury finished and hung up before she even got the chance to answer, but nonetheless, she couldn't stop smiling.

Phoenix examined herself in the mirror and couldn't help but imagine her costume. What would it look like? Would it be tied into her ability to control the elements?

Phoenix had long chestnut hair that tumbled down her back like ocean waves. Her forest green eyes ran down her body. She was pretty toned, considering she had been a SHIELD agent with her sister since they were 15, olive skin and she was only around 5'5

.

Phoenix bounded out of her bedroom into the living room, where her older sister, Jezebel, sat with her mother, Tris, and her father, Judas. Both her mother and her father were some of the top honored SHIELD agents since they were teenagers, and Phoenix and her older sister, Jezebel, were eager to follow in their footsteps.

"Guys! Director Fury just called me and offered me a spot on his rescue mission with Captain America and Black Widow!" Phoenix announced, sitting next to her mother.

"Oh honey, that is so exciting!" Tris exclaimed, rubbing her daughters thigh. "Isn't it Judas?" Tris asked, giving her husband a pointed look.

"Yeah.. so exciting." He yawned his response. "Fury's a joke. He's just holding SHIELD back from its full potential." Judas concluded after a short pause.

Jezebel's short blond hair was tied in a tight bun on the top of her head, her brown doe eye were creasing in questioning, "Fury asked you?"

"…Yeah. Is there a problem?" Phoenix stated rather than asked.

"Nope." Jezzie shot back, "Just surprised."

Phoenix and Jezebel had always been competitive during their SHIELD training. Their rivalry was further fueled when it was discovered that Phoenix had the ability to control the elements like her mother, while Jezebel had no other powers besides her extensive spy training.

"Well anyway, I better get going to Fury's office." Phoenix concluded, standing hugging her mother.

"See ya dork. Save some baddies for me!" Jezzie called as the apartment door closed.

Phoenix scanned her SHIELD ID and entered the large stone building. The size of the building never failed to impress her as she hurried down the narrow hallways to the elevator she knew would take her to Nick Fury's office. Once she stepped on and was identified, the elevator soared upwards.

"Agent Phoenix." Fury nodded towards her when the doors slid open, and he turned and started walking down a stone hallway that seemed to stretch on forever. Phoenix followed closely behind him until they reached a single door at the end of the hall. When the pair entered the room, they were greeted by the infamous Captain America and Natasha Romanoff.

"Hey Phoenix, I'm Steve Rodgers. I've heard so much about you." Captain America stood from his seat and shook her hand, giving her a warm smile.

"All good things I hope." Phoenix smiled brightly back at him, "And Agent Romanoff, your skills and work have been very inspiring to me."

"Thanks, and you can call me Natasha." She smiled slightly then turned her attention towards Fury as he started the brief.

Steve and Phoenix sat down into the two empty seats as Fury took his place at the front of the room and brought up a hologram of the mission vessel.

"This is the layout of the guard posts and the position of the hostages on the vessel you guys will be infiltrating. This is a rescue mission, that means no casualties. Do you understand?" Director Fury briefed us, showing each of us the different posts and the positions of the hostages. He explained that Phoenix would approach from the ocean and clear a landing spot, then Steve, Nat, and the rest of the team would land from the Quinjet.

"Now. Cap, will you show Phoenix her suit?" Fury said, "We need to leave in about thirty minutes so be back here ASAP." Steve gave Director Fury and kurt nod before leading Phoenix out of the room.

"So Phoenix, how did you discover that you could control the elements?" Steve questioned as they walked back through the stone hallway.

"My mother and father had very high hopes that either my sister or I would inherit our mother's powers, but they had radically different ways of trying to seek it out. My mother would try to draw out the power through her calm and supportive nature. My father was a bit more… unconventional. When my mother went out one day, my father attempted to run another test. I don't really wanna go into the nitty-gritty now though." Phoenix rubbed her shoulder uncomfortably.

"Of course." Steve gave her a reassuring smile as they reached an iron door with 'Project Elemental' carved into the top.

"Eye scan required to enter." A robotic voice spoke from a camera at the side of the door. Phoenix made a quick glance at Steve before leaning over and looking straight into the camera.

"Eye scan accepted." The voice spoke again, then the steel doors began to rumble as the room was revealed. Lights in the room began to turn on one by one, until two suits could be seen in the center. Both suits were made up of a lace leotard with a sheer cape, a crown-like metal head piece, and knee high high-heeled boots, the only difference between the two was that one was colored white, and the other black.

"Go ahead and put on the black suit since this is a stealth mission. Better hurry, we are getting on the quinjet soon." Cap said, patting Phoenix on the shoulder before leaving the room.

Phoenix could barely contain her excitement as she began sliding on her new suit and prepared to start the mission.

Author's Note

Sorry there is no action in this chapter but I think it is most important to focus on explaining who my OC is and where the story is picking up. I promise there will be some next chapter!

Just to give you guys a run down, this is a story that will be between Bucky and my OC developing a relationship. This will be a slowburn story. If you could not tell, this story starts at Captain America: The Winter Soldier and will hopefully go to Infinity War (with my own stories in between). This means I may make some tweaks to the cannon situations, but will still make sense in the timeline.

Feel free to leave your critiques in the comments as I am new to writing and strive to get better!

-ImBasic


	2. Chapter 2

**Author's Note**

 **Special thanks to everyone who read, reviewed, and favorited my story so far!**

The quinjet dipped lower towards the navy ocean, the strong winds disturbed the water and created waves as the back of the jet opened up.

"Agent Phoenix, you will be dropped here, then you will travel to the vessel and clear the landing area. There will be four guards and two cameras you must take out, then call down Captain Rodgers, Black Widow and the rest of the STRIKE team. Understand?" Director Fury reminded Phoenix as he walked her towards the opening.

Nervousness began bubbling in Phoenix's stomach as she approached closer to the exit that hovered only inches above the water. She didn't want to mess this mission up because not only could the hostages be killed, but this mission could give her a good impression to the Avengers… Phoenix shook her head slightly, she needed to focus.

"You're going to do great, Phoenix." Steve walked next to her, clapping a hand on her shoulder and giving her a winning smile.

"I'm not feeling that way to be honest." Phoenix admitted, rubbing the nape of her neck.

"Well, I've heard about your past missions and I know you are more than capable." Steve reassured her. "And based on your training, I expect an easy victory." Steve winked at her. Phoenix just stared back stunned. Had he been the one scouting her for the mission?

"Let's get those innocent people out!" He boomed, clapping her back again before moving back into the quinjet.

Phoenix began to bend the water to form a bubble around her, then she glided off the edge of the jet and plummeted into the dark ocean. She watched the quinjet blast back into the sky, far above the vessel. Phoenix began to push the bubble through the water, moving to the side of the ship next to where she was told the landing area was. Raising slightly above the water, Phoenix bent the water bubble surrounding her to from a pillar of water that pushed her up and over the edge of the vessel.

Once she landed, she wrapped the water up her body, forming tentacal-like arms and a protective barrier around the rest of her body. Phoenix first stretched one arm of water to take out the two cameras, causing the guards to turn their attention to her. As they brought their guns up, ready to fire, Phoenix used her other arm of water to create an ice shield. The loud popping began as the bullets began chipping at her one arm to keep up her shield, Phoenix swung her right arm, creating a strong gust of air to push the guards over the side, sending them plummeting into the ocean. Then, she bent a large wave, pushing them up against the side of the vessel, and froze them there.

"All clear, you guys can come down." Phoenix reported into her earpiece, then she began checking the perimeter for anymore guards and taking out more cameras.

"Knew you could do it." Steve said landing on the area she had just cleared, and he was quickly followed by Nat and the rest of their team.

"No thanks to you, Spangles." Phoenix teased, jokingly punching his arm. He gave her a quick smile before beginning to give orders to the crew.

"Nat, you and me are going to go around and clear the rest of the guards, while Phoenix will go with the rest of the STRIKE team to free the hostages and bring them to the quinjet. Phoenix, rendezvous with Nat and I after clearing the hostages." The team nodded before splitting off.

Phoenix quitly ran to the spot she was told contained the hostages. She looked over to who she was working with, which was three very buff men.

"Alright team, you guys can bust down the door and I will get the guards out of the way. After we get the hostages out, I'll send you all up to the quinjet. Understood?" Phoenix briefed them.

"You got it boss." One man said in a Brooklyn accent while his friend gave a thumbs up. When she looked over to the last, whom she knew to be Brock Rumlow, he just gave a small nod, not even looking up at her.

She positioned herself next to the metal door and the three men took out thick iron rods from their belts and connected them, making a battering ram to break the door down. The three men backed the ram up before sending it hurtling into the door, immediately slamming the door open. Phoenix ran in, bending air to send the three guards flying into the opposite wall. Then, taking water from the ocean, she pinned them to the wall with cuffs made of ice. Phoenix walked over and took the guns from their raised hands before facing the rest of her team, who had just freed the hostages.

"Everyone follow me!" Phoenix commanded, marching out the door and back towards the landing zone.

"Everyone stand close together in a circle! Im sending you guys up to the quinjet." Phoenix informed as she took a large stream of water from the ocean and wrapped the group in a bubble, shooting them up to the quinjet. As soon as she was sure everyone was on the jet, she jumped off the edge of the vessel, letting the water absorb her before shooting her up in a torpedo-like stream of water, lifting her high above the ship.

She soon spotted Steve, who seemed to have just finished beating a group of enemy soldiers. He looked back towards her as she began to lower her piller of water to meet him.

"On your left!" Steve let out in a panicked scream as his eyes grew wide and worried. Turning, Phoenix saw a missile in the process of exploding only inches from her face. Crossing her hands in front of her face to stop the flames from reaching her, the stream of water dissipated from under her feet and she began plummeting unconscious towards the steel floor of the ship. The ground kept growing closer and closer until the two finally met with a sickening slap.

Small puddles of water surround Phoenix as she lay flat on the ground, the ringing in her ears blocking every other sound out as she came to. She slowly rolled onto her back, looking up towards the pitch black sky. The pounding of rapidly approaching boots vibrated on the floor, sending jolts of pain throughout Phoenix's body. Two enemy soldiers approached her, their guns fixed on her injured form. Her eyes widened as she tried in vain to bend something, anything that could protect her until small, quick footsteps approached.

Black Widow jumped up towards the two guards, doing some kind of swinging movement around one and flipping him into the other. She tied a rope to each of them and hoisted one over the edge of the vessel, leaving the other stuck against the side.

Phoenix pushed herself against the side of the vessel, letting out a loud gasp as pain seared throughout her body. As she looked up from her lap, she was met face to face with Steve and Black Widow. She gave them a small smile as she attempted to push herself up from her sitting position, almost falling forward in the process.

"Take it easy, Phoe." Steve soothed, wrapping an arm around her torso to keep her up, before turning his head towards Nat and announcing, "We need to get her up to the jet." She gave a curt nod before calling Fury and telling him to pick them all up.

"N-no. You guys… should finish the… mission." Phoenix breathed as she swayed in Steve's arm.

"We don't leave friends and teammates behind." Black Widow stated cooly, her eyes darting between the sky and Phoenix's eyes. Her usually monotone seemed an octave higher than usual.

The air around them began to swirl as the quinjet touched down on the ship, a door lifting on the side to allow them access to the medical section. Steve helped Phoenix limp onto the jet before laying her on a gurney, pain still raking through her body. The warm welcoming hug of sleep finally took over Phoenix as she was wheeled off by nurses into an unknown operating room.

 **Author's Note**

 **Incase anyone was wondering—yes, Phoenix's power is based off of Avatar: The Last Airbender ;) Leave reviews for any improvements you have in mind!**


	3. Chapter 3

_(A Few Days Later)_

Phoenix's eyes slowly blinked open, revealing a bright white hospital room. She looked to her side, seeing only her mother next to her. Her mother was dressed in dark blue jeans, sneakers, and a black hoodie, which was surprising considering she loved to dress up for everything.

"M-mom?" Phoenix choked out as she struggled to sit up.

"Hey honey," her mother soothed, helping her up, "we need to get out of here. SHIELD has fallen, and we may be in danger."

Phoenix gave her mother a confused look, "What do you mean it has fallen? Why would we be in danger?"

"HYDRA has been secretly growing in SHIELD since its creation, and us being SHIELD agents puts us in danger of assasination." Tris handed Phoenix a pair of black sweatpants and a grey hoodie to change into.

"What about Director Fury? And where's Cap?" Phoenix questioned further as she slid off the bed and began to get dressed.

"F-Fury is dead, and Captain America is being hunted down by HYDRA." Tris choked out. "Now follow me, I need to show you some things." Her mother answered as she began to walk out the hospital room door.

* * *

Phoenix followed her mother to a large empty field positioned close to the edge of a forest, but also close to their apartment in the SHIELD building. Her mother came to a stop close by a pond and turned to face towards Phoenix.

"Phoenix, It is time to learn the full extent of your powers. As you know already, there are four elements that we are able to control, water, earth, fire, and air, but along with each element, there are sub elements. I discovered these elements throughout my years running missions for SHIELD." Phoenix's mother said, bending a small stream of water around her right hand. "For example, the sub element of water is the ability to heal." The water that was once colored a bluish tint glowed a brilliant white.

A warm smile came over her mother's face as she placed her hand on a small cut on Phoenix's arm. Phoenix watched in awe as the cut began shrinking until it was no longer visible.

"Mom that's amazing!" Phoenix exclaimed, her eyes growing wide as she closer inspected her arm.

"Try it." Her mother encouraged her, stepping back and waiting in anticipation.

Phoenix slowly bent another stream of water to her hand, and watched as it began to glow white. Slowly, she brought it down on a gash on her forehead. Though it took a longer amount of time, the wound eventually closed up.

"Though this power is very useful, the more serious the injury, the longer it will take to heal. Also, this power does not allow you to resurrect anyone or heal life-threatening injuries." Her mother clarified, then took a few more steps back. "Now, the sub element for fire is the ability to create and redirect lightning. This is one of the more dangerous elements to control because of its sensitivity. One wrong move, and your life could be over. Only use this in extreme situations, if there is no other way." Her mother said sternly.

Phoenix nodded, "So how does it work?"

"Lighting is created in circular motions, and it moves through your body and out of your fingertips. Watch me." Phoenix's mother began to circle and switch energy between her two hands, little sparks being created. Then, in a fluid movement, she shot her pointer and middle fingers up towards the sky, and lightning blasted towards the sky. Phoenix stared at her mother, she knew her mother was powerful, but she had no idea to what extent.

"You should practice the motion, but you should wait until absolutely necessary to use lightning. Now, for earth. The sub element of earth is metal bending, it is identical to the motions of earth bending since you are just bending refined earth." Tris took off a thin metal choker she always wore and placed it in her palm.

"I carry around this choker not only because I am very stylish," her mother winked at her, "but also because I can form it into any tool I need." Tris clenched her fist around the band, but when she opened her fist, the band had transformed into the shape of a star.

"You try." Her mother said, tossing the star to Phoenix, who looked down at it with fascination. Phoenix tightly closed her fist around the metal, then as she opened her fist, she formed it into a sphere.

"Woah." Phoenix breathed, continuously bending the metal into different shapes and objects.

"There are two more things you need to know. First, the sub element of air is the ability to fly. This is extremely difficult, as you must free yourself from your material issues, and only then can you be weightless. I've only been able to fly once, which was after you were born." Tris chuckled to herself. "If only I knew what was coming." She shook her head, still smiling.

"I wanna try it!" Phoenix exclaimed, licking her lips in anticipation. Her mother just nodded and sat down in a meditation position.

"Sit. Meditate. Try to release yourself from your worries." Her mother instructed, taking a deep breath and shutting her eyes.

Phoenix did as she was told. She thought of the first time she bent an element, of when her and her sister would play, when she was accepted as a SHIELD agent, of when she had graduated from her training classes, and how honored she felt to be chose for the mission with Cap and Nat. Phoenix felt herself start lifting off the ground. But then she thought of how her father always liked Jezebel more, of how she had been rejected from so many high-stakes missions, of how she messed up her mission, of how SHIELD had fallen, that Director Fury was dead, and of how Captain America was thought of as a criminal.

"Damn!" Phoenix huffed as she roughly fell back to the ground.

"Hey, hey, hey. Don't be too tough on yourself! It took me forever to even get my ass off the ground! You should be proud! Not to mention all these problems surrounding you now." Tris soothed Phoenix, stroking her hair. "Now stand, there is one more thing." Her mother said, offering her hand to help Phoenix up.

"But we already covered sub elements for each main element?" Phoenix questioned, taking her mother's hand.

"There is one more, but I am the only one person who knows of it." Her mother looked down sadly. "I never wanted to spread it, but I believe this could help you if you are in grave danger."

Phoenix straightened up and nodded, and serious expression coming over her features.

"It is called blood bending, it is where you can control the water inside of another human's body and forcibly bend them to your will." Tris explained solemnly.

Phoenix was horrified. Being able to reach into somebody else and force your will over them terrified her. "How did you discover this." Phoenix asked harshly, turning away from her mother.

"I've only had to use it one time, and it was to protect the people I love the most." Her mother explained, looking down at her hand. "I felt so ashamed after." Tris began to tear up.

Phoenix rushed over to her mom, wiping her tears. "It's okay, Mom. Shhh. It's okay." Phoenix soothed, hugging her mother. "I'm sure that was horrible for you."

Tris was one of the gentlest souls there was. She always saw the best in people, even when they didn't deserve it. She was kind and fair to everyone she met, and she was fiercely loyal to her loved ones. Phoenix had always aspired to be like her mother, and she knew she must have been torn up by having to blood bend.

Phoenix's phone began to vibrate manically in her pocket, and when she took it out, an unknown number was revealed to be calling her. Hesitantly, Phoenix slid to answer the caller.

"Hel-"

"Phoenix! I need your help! I'm with Nat and Sam down at the bridge near SHIELD's building, and we are being attacked. I need you down here ASAP." Steve's panicked voice shouted from the other line before a rounds of gunfire could be heard and the call cut out.

"I've got to go mom! Steve needs my help!" Phoenix exclaimed, turning.

"You'll probably need this." Tris pulled out the white suit Phoenix had been shown before her mission.

"Thanks Mom! Love you!" Phoenix said, kissing her on the cheek and taking the suit.

"Stay safe!" Tris called out to Phoenix's retreating form.

* * *

Author's note:

Sorry this chapter took so long to publish!


	4. Chapter 4

The steady rhythm of Phoenix's footsteps pounded on the pavement towards the highway. She wasn't sure what battle she was rushing into, but she did know how alarmed Steve had sounded. Steve was always calculated and calm during missions, but now his voice was shaking and panicky.

Phoenix could hear deafening gunshots echoing throughout the streets as she got closer to the battle. Swarms of people began running from her right, somewhat blocking her vision, but she could still make out a tall man with brown, jesus hair and a metal arm walking down the street with a large gun.

 _I guess this is the guy?_ Phoenix thought as she followed him, keeping her distance and keeping quiet. She watched as he pulled a metal ball out of his backpack and rolled it under a car. Silence took over the street as the only things that could be heard was the slow rolling of the metal ball against the pavement and Natasha's voice?

"Move Nat! Run! It's a bomb!" Phoenix screamed, her voice coming out strangled and desperate. Phoenix was halfway to the car when the grenade went off. The ground shook with the power of the explosion and the car burst into flames in front of her. Phoenix's eyes widened as she immediately calmed the roaring flames, hoping Nat might still be alive.

Turning, Phoenix saw Black Widow kick the gun out of the man's hands as she swung onto his shoulders as she began to choke him. Phoenix bent the gun towards her and ripped it in half, but when she snapped her head back up, the man threw Nat against the car and began choking her. Using her bending to control the metal of the man's arm, she sent him flying back from Black Widow and pinned him to a building.

"Run. Go! Get to safety. I'll catch up." Phoenix yelled towards Nat, her eyes not leaving the man as he struggled to get up to no avail.

"I'm not leaving you with the Winter Soldier. He's a trained assassin. He's killed over two dozen people, and I will not let you get added to that list." Natasha announced defiantly, stepping closer to Phoenix.

"Fine, but clear the citizens first." Phoenix said, holding her hand steady to keep the struggling assassin in place. She waited until Nat was off of their street before releasing control over his metal arm and bringing water from the hydrant beside her to form tentacles around her arms. He slowly walked to face Phoenix, only standing about 15 feet in front of her.

He quickly reached back into his bag and brought out another gun, but before he could fire, Phoenix shot out one of the water tentacles to wrap around his arm and used the other to wrap around his leg. Phoenix was surprised that he didn't seem to fight back, but kept a poker face as she froze the pillars of water between them. Suddenly, the man jumped backwards onto his back, lifting Phoenix into the air and slamming her into the pavement behind him. The ice shattered on the pavement between them, freeing the Winter Soldier.

Phoenix groaned as she pushed herself onto her knees, looking back towards the Winter Soldier only to see him standing directly in front of her. She attempted to jump back, but he caught her throat with his metal arm and smashed her back into the pavement, choking her. His piercing blue eyes stared deeply into hers, unblinking. Her mind was beginning to turn fuzzy as her oxygen flow was being cut off. Phoenix pressed her hand into the center of his chest and bent a strong blast of air towards him, sending him flying towards the beginning of the street.

Phoenix was left gasping on the pavement, grasping her throat in an attempt to stop the pain that was still pulsing through her body. Struggling back up to her feet, she looked down to road to see the Winter Soldier give another threatening look before turning away and walking towards Natasha.

"No, stop!" Phoenix attempted to command, but little more came out then a snarled gasp. She could barely move her neck and red marks were beginning to form where his metal fingers had pressed into her skin. Bringing a thin stream of water to her hand, she pressed it to her neck, watching as the water glowed white. Her throat seemed to slowly open and the red marks faded into brownish-purple bruises.

"Nice try, asshole." Phoenix smirked, then began her way towards where she last saw Nat.

A gunshot ripped the uneasy silence of the street, and a sickening gasp echoed down the road. Phoenix desperately searched for any sign of Natasha down the next street over, but the charred cars and general chaos blocked her view. Suddenly, the Winter Soldier hopped on top the roof of a car and aimed his gun towards a car.

Phoenix felt hopeless as she attempted to run to Nat before the Winter Soldier could fire. Or maybe she could capture his attention to distract him from Natasha. Looking towards the man, she was expecting a bullet to be on its way towards her, but instead she saw Steve charging at him. Phoenix leaned down to Natasha and slung one of her arms around her shoulders, helping her onto her feet.

"Glad you finally decided to show up, Spangles." Phoenix joked, then look backed to Nat, who was clenching her jaw in pain.

"My shoulder." Nat seethed as she wobbled slightly and sat down onto the hood of a car, pressing her palm into her shoulder.

"Hold on, I think I can heal you." Phoenix offered, bringing a stream of water from the fountain nearby. Natasha gave a curious look, but she nodded anyway. Phoenix gently put her hand down over the bullet hole, the blood mingling with the water as it began to glow. The bullet hole began to heal and close before sirens blared from down the road, and the girls turned to look at the Winter Soldier who had just been unmasked.

"Bucky?" Steve questioned and stood up straight, his face completely shocked.

"Who the hell is Bucky?" The man questioned before pulling out a handgun and aiming it at Steve who stood completely still. Phoenix dropped the water and quickly ripped the gun from the Winter Soldier's hands. Then, another man with mechanical wings swooped down from the sky and knocked the Winter Soldier down. The Winter Soldier got back on his feet, his eyes darting side to side quickly before pulling out yet another pistol and aiming at Steve. But he didn't fire. He stared blankly at Steve, his eyes went from piercing to seemingly lost and confused. That was until Black Widow shot a grenade at him from his discarded gun, and he disappeared from their sight. Phoenix was almost tempted to calm the flames, she felt as though she could sense his confusion and sorrow. She was knocked out of her thoughts by the rapidly approaching police sirens.

"Phoenix. You need to go after him. Help him." Steve commanded, his eyes pleading with her's.

"You want me to go after the man to almost killed all of us?" Phoenix questioned with a scoff, bringing her hand around her throat defensively, though her voice faltered a bit.

"Please. He was my friend and his name is Bucky. Something isn't right and you're the only one that isn't being hunted by the HYDRA." Steve pleaded as the sirens grew closer.

Phoenix sighed before looking up at him and smirking, "Only for you, Spangles."

"Good luck, Phoe. Take this, I was able to get a tracker on him before he left." Nat smiled at her, passing her a small GPS device with one blinking dot and one arrow on the screen.

Phoenix clutched the device, "Good luck guys. Ill see you soon." Phoenix made her way down the street she saw Bucky retreating to.

"Alright asshole, here I come."


	5. Chapter 5

' _God, this must be one of the stupidest decisions I've ever made'_ Phoenix thought as she followed the man who had almost murdered all of her friends. The man who is causing them to be taken to who knows where as prisoners. She clenched her fists as she krept through the deserted streets of New York, the only sound that could be heard was that tapping of the heeled boots of her suit. The small dot that signified Bucky on her tracker stopped ahead of her at a bank or government building of some sort, causing her to stop in her tracks and duck into an alley. She couldn't walk in with her suit on and, with one mistake she was not only risking her life, but those of her friends and Bucky, as much as she hated to admit it.

Phoenix took a deep breath as she created a deep hole in the ground an hopped in, then closed it as to not leave any evidence behind. Phoenix drilled her tunnel ahead towards the building until she reached a concrete wall. Moving one block to the side, she peered into a HYDRA lab where one female scientist stood, her nose buried in her work. _I guess she kinda looks like me?_ Phoenix though as she moved the bricks aside and krept behind the scientist. Then in one movement, Phoenix covered the womans mouth and dragged her back into the wall.

"Nothing personal." Phoenix said as she bent the water from one of the beakers to freeze on top of the scientist's mouth.

"So, I'm gonna need your uniform. But don't worry cuz you can wear mine!" The scientist sighed as she took off her lab coat.

* * *

"Now that should melt in a few hours and I'm sure you can find your way out of this tunnel, I mean you are a scientist so… Anyways, thanks for your cooperation!" Phoenix informed the scientist as she stepped out of the hole in the wall and closed it behind her. _Nice!_ Phoenix thought, spotting a pair of glasses on the counter and slipping them on. Walking outside of the door she saw a wave of HYDRA agents walk to a large metal door located at the end of the long hallway.

Phoenix put her head down and followed the crowd inside the room. As the door opened, she saw the Winter Soldier shirtless and sitting on an operating chair as men worked on repairing his metal arm. His eyes seemed glazed over as he began to twitch and his head whipped back and forth. Phoenix's eyes widened as he threw one of the mechanics across the room, finally waking from his zombie-like state. All of the agents's guns were on him and she was yanked away from him. He seemed so much like a lost and confused animal, only trying to defend himself as he looked between the agents. Then, those familiar steely blue eyes locked with her's. He knew her. It felt like he was pleading with her to help him. She broke eye contact with him when the metal door slid open again and in came Alexander Pierce with a group of HYDRA scientists and soldiers, including her father and sister?

Phoenix's eyebrows furrowed as she backed towards the corner of the room and attempted to hide her face. _What were they doing in a HYDRA base? Are they undercover too? No, what would the point of that be? The general public didn't even know HYDRA was still here. Hell, even I didn't until like 5 fuckin minutes ago._ Her mind was swirling with confusion but she had to focus on her mission. Standing straighter, she tooned into the conversation playing out between Pierce and Bucky.

"Mission report." Pierce commanded.

Silence.

"Mission Report. Now" Pierce said again, but was once again met with no answer and a distant stare in response. Pierce stepped forward, staring into Bucky's eyes before backhanding him across the face. Bucky's head flew to the side, but his eyes kept a blank stare while Phoenix gritted her teeth and attempted to hide the fire in her eyes.

"The man on the bridge. Who was he?" Bucky finally spoke, looking back up towards Pierce, his eyes desperately searching Pierce's for an answer.

"You met him earlier this week on another assignment." Pierce lied without hesitation. Bucky looked around, his eyes still confused and searching his brain for an answer.

"I knew him."

"Your work has been a gift to mankind. You shaped the century. And I need you to do it one more time. Society's at a tipping point between order and chaos. And tomorrow morning, we're gonna give it a push. But, if you don't do your part, I can't do mine. And HYDRA can't give the world the freedom it deserves." Pierce said. A long silence dragged out before Bucky spoke again.

"But I knew him." Bucky answered.

Phoenix's blood was boiling. She had no idea to what extent Bucky had been manipulated, however it became clear how damaged and confused Bucky must be. Until now, he had no free will, not even free thinking. Phoenix was about to attack when Pierce began to speak again.

"Prep him." Pierce said, standing from his chair and starting to leave the room.

"He's been out of cryo freeze too long." A scientist who walked in with Pierce spoke up.

"Then wipe him and start over." Pierce commanded and walked out of the room with the group he entered with, leaving only a handful of guards and two scientists in the room. Phoenix watched as her father and sister left the room, not noticing that she had been in the room. The sound of mechanical cuffs snapping into place brought her back to reality. _It's go time._ Phoenix smirked.

Phoenix snapped the metal cuffs that held Bucky on the chair and bent them around each scientist's wrist, sending them flying against the wall. Phoenix brought up a concrete wall between herself and the HYDRA agents to shield herself from their gunfire. She kicked the wall into the guards, pinning them against the door. Phoenix smirked again. _Too easy._

"Freeze Phoenix, or I'll blow your brains out." Phoenix felt the barrel of a gun press against the back of her head. She recognized that voice from the last mission.

"Rumlow. Always a pleasure." Phoenix said, her voice dripping in sarcasm as she raised her hands above her head.

"Get on your kne-" Rumlow was cut off mid sentence. Phoenix turned to see Bucky throw him against the wall behind them.

"Thanks." Phoenix smiled at him, and he gave her a half-smile as a response. Their exchange was cut short as HYDRA agents who had heard the commotion began banging on the door.

"We need to go." Phoenix said, grabbing Bucky's hand and leading him towards a wall on the opposite side of the room. As the heavy banging on the door continued, Phoenix created a small tunnel for the pair to break out of the base. The metal door began to crack and crumble under the blows of the HYDRA soldiers, so Phoenix cealed her and Bucky into the tunnel she had created.

The only thing lighting the way through the dark tunnel was a small flame dancing in the palm of Phoenix's hand, and the only sound echoing throughout the tunnel was the soft crunch of their feet on the dirt floor.

"How are you?" Phoenix attempted to break the awkward silence between them.

"Why did you save me? I remember you from the bridge. I almost killed you." Bucky ignored her question, his eyes locked on the bruises covering her neck.

"Steve sent me. He told me a little about you, how you two were friends?" Phoenix answered before making a small circular opening above them, allowing more light to enter the tunnel. He stayed silent as she raised them through the hole to the edge of the forest across from the SHIELD building. She could now see the guilt in his eyes as they moved farther into the forest.

"What HYDRA did to you, what they made you do, none of it was your fault you know." Phoenix turned to him, staring into his ocean eyes. He seemed to be at war with himself.

"I can't remember who I was. Who everyone says I am." Bucky faced away, sitting down on a stump and laying his head in his hands. Phoenix paused. How was she supposed to help him? His mind was broken after years of brainwashing, his own brain had locked him from his past. But maybe she could heal him?

"Can I try something?" Phoenix kneeled in front of him, bringing water to her hands from the pond her and her mother practiced at earlier. He looked up from his hands, searching Phoenix's eyes for a clue of her intentions then slowly nodded. Phoenix brought her hands to his temples. She wasn't sure if it was even possible to heal someone's brain. The water began to glow silver and a jolt of shock coursed through Phoenix's body and her eyes rolled into the back of her head.

 _Bucky was laid on an operating chair, his arm had been amputated to the shoulder and was only covered with thin bandages that were already soaked with blood. His other arm had been strapped down as well as his legs and he had been gagged with a dirty cloth. Dr. Zola walked to Bucky with a syringe full of blue liquid as he struggled against the restraints._

" _Congratulations Sergeant Barnes. You will be the first super soldier for HYDRA!" Zola stuck the syringe into Bucky's arm and he began to shake uncontrollably, his eyes wide and wild._

" _Anfangen!" A German soldier roared from behind a thick sheet of glass. Bucky again was strapped to a chair, but this chair was attached to different wires that lead to the same machine. An intimidating HYDRA agent stood face to face with Bucky, whose face was covered in bruises, cuts, and blood. Bucky's body was also covered in a mixture of dirt, soot, and blood._

" _Who are you?" The agent spat in a grizzled German accent._

" _I am James Buchanan Barnes. A Sergeant in the U.S army, a Howling Comando, and Captain America's best friend." Bucky spat back, looking straight into the agent's eyes._

" _Erneut!" The agent with Bucky yelled towards the glass, then punched Bucky across the face. Spit mixed with blood went flying across the room as the machine behind Bucky buzzed to life. The wires attached to the chair glowed red as electricity pulsed through the chair, ripping a scream from Bucky's throat as he was electrocuted._

" _Anfangen!"_

The water fell from Phoenix's hands as she was knocked onto her back. Her heartbeat was erratic and she was taking quick, shallow breaths as she looked up towards Bucky who had stood up with a concerned look on his face. He offered her a hand to stand. As she took his hand and stood, she pulled him into a hug.

"I'm so sorry" She breathed out, tears welling in her eyes.

"Attention all SHIELD agents! This is Steve Rodgers…" The sound of Steve's voice blasted from the intercoms of the SHIELD building. A soft smile played across her face. They did it. Then Phoenix remembered…

"My mom! My father and sister could be after her!" Phoenix's eyes widened as she scrambled out of the forest, looking towards the SHIELD building.

Bucky ran behind her, putting his arm on her shoulder, "I'll help you. I want to snuff these bastards out." Phoenix nodded as they ran through the field towards the outside of where her family's room was. Her heart was pumping as she lifted the ground the pair stood on up to the window of her room.

With a swing of his metal arm, Bucky broke the window and they stepped in to her father and sister standing above her mother. A pool of dark blood was beginning to form around her mother.

"Stop!" Phoenix screamed, sending a blast of fire from both of her fists towards her father and sister.

"Now this is the family reunion I've been waiting for." Jezebel cackled, taking a knife from the counter as her father retreated into his room.

"Go get my father. I can take Jezebel." Phoenix told Bucky. He gave a curt nod before running and kicking down the door of the bedroom. Jezebel sprinted towards Phoenix, rapidly swinging her knife.

"Why are you doing this?" Phoenix asked harshly, attempting to dodge her sister's swings.

"You had everything! Powers, mom's love, even the boy agents wanted my _little_ sister! You getting that mission handed to you by Fury was the final straw. I worked my ass off and got nothing! If I kill you, imagine the praise from father and HYDRA. I'll be at the top and you'll be 6 feet under!" Jezebel ranted, taking more rapid swings and cutting Phoenix's arms, clothes and cheek in the process.

"I loved you! Mom loved you! You're just gonna betray us like that?" Phoenix screamed, blasting open the sink and sending a wave of water crashing against Jezebel. Before she could recover, Phoenix froze the water, sticking her sister against the wall.

"Fuck you. I always resented you." Jezebel spat at her sister.

"Phoenix…" Her mother panted from across the room.

"Mom!" Phoenix fell onto her knees before her, using the remaining water to cover the bullet wound in her stomach. Her mother was gasping and sweating as she struggled for air.

"I need you to stay with me mom. It's okay you're going to be okay." Phoenix said frantically as the water glowed a hazy grey.

"Phoenix… I-" Her mother choked out, staring into her daughter's eyes.

"желание, притупляться, печь, рассвет, семнадцать, мягкий, девять, возвращение, один, грузовой автомобиль." Her father's voice sounded from the room over.

"Ready to comply." She heard Bucky say in a thick Russian accent.

"Kill both my daughter and Captain America." Phoenix's father commanded. Bucky suddenly came crashing from Judas's room, coming straight for Phoenix. Phoenix's eyes widened as she scrambled onto her feet, blocking his punches with shields of water.

"Bucky stop!" He stayed silent as he backed Phoenix into the corner of the room.

"As much as we would love to watch the show, we must be going." Her father laughed as he and Jezebel escaped out of the window. Bucky grabbed Phoenix's throat and lifted her up the wall.

"Bucky please, don't let HYDRA keep controlling you. I saw what they did to you. I know you don't want to hurt people anymore." Phoenix pleaded into his empty eyes.

"You've gotta let me go Buck. My mother needs me." Phoenix choked as she was running out of oxygen. Bucky's eyes widened and suddenly, he dropped her to the floor and turned away, walking straight out of the room.

"Mom…" Phoenix strangled out, crawling towards her and bringing the little remaining water to her hands.

"Honey, I love you."

"You're gonna make it, I promise." Phoenix cried, pressing her hands to the bullet wound once again, but the water didn't glow.

"Don't waste your time here. It's too late for me, but it isn't too late for Bucky, or Steve, or the rest of the world. I know you are destined for greatness, for love, and remember I will always be with you." Her mother pressed her hand the Phoenix's heart, then wiped a tear from her cheek. "Now go, I love you."

"I love you." Phoenix kissed her mother's forehead and held her hand to her chest until her heart no longer beat. Softly, Phoenix closed her mother's eyes, then changed into her black suit. Tears were still streaming down her cheeks as she broke out from her own apartment towards the helicarriers rising into the sky. HYDRA was going to pay.


	6. Chapter 6

Explosions and gunshots rang out from the runway in front of her, only one jet lifted from the ground and shot up towards the helicarriers. Phoenix ran to an agent who laid on the floor, clutching one arm close to his chest, and she kneeled beside him.

"What happened here?" Phoenix questioned, bending water from a hydrant nearby to her hands.

"I-I don't know. We had a whole squad moving to the jets to get support to Captain Rodgers, but then this guy showed up out of nowhere! Kicked all of our asses, destroyed the jets, then left up to the helicarrier." The agent responded as he watched Phoenix move her hands to his arm, the water glowing white.

"What did he look like?" Phoenix asked but she already knew. It was him.

"He had a metal arm and long hair, but that's all I remember. It all happened so quickly."

"Get you and your squad to safety." Phoenix stood, taking the remaining water and freezing it around her ankle. She walked to the edge of the runway, staring up at the helicarrier that levitated high above her.

 _First time for everything I guess_ Phoenix thought as she bent down, slamming her hand into the concrete and breaking out a section under her feet. As she stood, she levitated the rock beneath herself, launching herself up to the helicarrier. She stepped off the boulder onto the carrier, coming face to face with Sam and Steve.

"Glad you could finally make it. Where's Bucky?" Steve asked as they walked towards her.

"Gone. My dad said some Russian mumbo-jumbo to him and he attacked me. He ordered him to kill you." Phoenix said, looking down at her feet.

"Phoe-" Steve started, taking a step towards her, but then Bucky came from the side, pushing Steve through a gate off the side of the Heli carrier. Phoenix watched in horrer as Steve's body sliding straight off the short ledge.

"Steve!" Sam yelled as he attempted to jump off after him but was yanked back by Bucky. Sam made another dive to attempt to go after Steve, but Bucky shot through one wing, ripping it off. He then kicked Sam off the edge with only one wing left.

 _Shit shit shit shit shit!_ Phoenix thought as she ran towards the edge, getting ready to dive after them both. Bucky grabbed her ankle, tossing her backwards. Phoenix caught herself, doing a backhand spring before looking up to face him.

"Don't make me hurt you Buck. I'm not holding back this time." Phoenix narrowed her eyes, images of her mother flashing in her mind. Bucky slowly began to walk towards her, staying silent and staring deep into her eyes.

"Don't say I didn't warn you." Phoenix growled, unfreezing the water from her ankle before sending small, sharp ice shards towards him. He stepped back, shielding his face with his metal arm, yet one cut him perfectly across his cheek. He looked back towards her, anger burning in his eyes as he charged at her. Phoenix jumped up, placing her hands on him sholders and sending a blast of air to knock his feet out from under him before flipping him in front of her. He landed with a grunt on his back, making an indent in the concrete.

"Stay down, Buck. I don't want to keep fighting you." Phoenix pleaded as she ran past him towards the edge of the carrier to see if she could spot either Steve or Sam. She could barely make out Sam on the top of the SHIELD building. She glanced around again for Steve, and there he was on the edge of the helicarrier, running towards the center. She turned back around, expecting to see Bucky in the same spot, but intead only seeing the indent he had made. She tentatively took a step forward until she felt a hard blow on the left side of her head, and her vision slowly darken as the concrete grew closer.

* * *

Phoenix awoke with a start as a gun shot from below her, immediately her head started pounding. Phoenix began to stand, and she noticed she had been dragged behind a large metal storage crate. Holding her head, she turned her attention back to the matter at hand as she began to run towards the entrance to the control center. Another gunshot rang out as she kicked open the door and cautiously stepped inside. In the center, she saw Steve roll under the bars and begin limping to the control panel. A third gunshot sounded, the bullet traveling straight through Steve's abdomen. Phoenix's eyes widened as she snapped her head towards the origin of the bullet, only to see Bucky. Phoenix launched herself towards Bucky, kicking him square in the chest. His back slammed into the wall as he slowly slid down.

Phoenix focused her attention back to Steve as he pulled himself up and placed a greenish chip next to rows of blue ones. Phoenix felt cold metal wrap around the back of her neck as she was raised into the air. His fingers dug into her neck as she kicked and struggled against him.

"Fire now." Phoenix heard as she continued to struggle.

"Do it! Do it now!" Steve yelled again. Phoenix finally took control over Bucky's metal arm, pinning him to the thick glass below them. Phoenix looked towards Steve as he struggled to stand on his own. Suddenly missiles began to shake the Heli carrier, exploding against the thick exterior. Phoenix's eyes widened, realizing what Steve had been talking about as the structures inside the carrier began to collapse. Suddenly, she was knocked onto her back as a large metal support beam fell in front of her. A blood-curdling scream echoed throughout the helicarrier as she turned to see Bucky trapped under the beam.

 _Shit!_ Phoenix attempted to use her remaining strength to bend the beam off of Bucky, but she could barely lift it 5 inches due to her pounding headache. Missiles continued to penetrate the carrier, exploding the walls and structures around her as Steve stumbled towards them.

"I need you to… help me lift this." Phoenix said to Steve, out of breath. Steve pulled up on the beam, their combined efforts lifting it just enough for Bucky to crawl out.

"You know me." Steve panted, turning towards Bucky.

"No, I don't!" Bucky yelled jumping up and punching Steve. Phoenix stepped forward.

"Don't, let me handle this." Steve said, standing again. Reluctantly, Phoenix stepped back, crossing her arms.

"Bucky. You've known me your whole life." Steve stated, taking a step closer to Bucky. Bucky grunted, back handing Steve so they both fell over. Phoenix balled her hands together, digging her nails into her palms.

"Your name is James Buchanan Barnes."

"Shut up!" Bucky punched Steve one again, both men out of breath and stumbling.

"Steve please." Phoenix pleaded, stepping forward again.

"No." Steve responded, standing once again and taking his helmet off. Both men stood, staring at each other as Phoenix stepped back again, watching for their next move.

"I'm not going to fight you." Steve said, dropping his shield into the ocean below. "You're my friend." Bucky ran towards Steve, tackling him to the crumbling floor of the helicarrier.

"You're my mission." Bucky stated before continuously punching Steve in the face. Phoenix stood helplessly behind them, desperately wanting to pull them apart but she also knew Steve was determined to get through to Bucky. He wanted his friend back. Bucky stilled, his metal arm paused in the air.

"Then finish it. Cause I'm with you till the end of the line." Steve finished, his bruised and battered face staring directly at Bucky, who began to lower his arm to his side. Phoenix finally rushed in, kneeling next to Steve as she examined his wounds. Suddenly, a large piece of debris fell next to them, knocking the floor out from under the three of them.

It seemed like slow motion as Steve and Phoenix fell helplessly through the air. Phoenix reached up to Bucky as he hung from the remains of the floor, leaving Cap and her stranded. The water came closer and closer until contact was made. She felt as if she had been slapped with concrete and the wind was knocked from her body as she and Steve sunk deeper and deeper into the dark depths of the ocean. Her vision began to blur, but she felt something grab her arm and drag her out of the water to the shore. Opening her eyes as she saw Bucky standing above her and Steve.

"Buck is it…you?" Phoenix asked, pushing herself up onto her hands. She turned towards Steve, seeing the blood seeping from the bullet holes as well as bruises and cuts covering his body. Quickly, she brought a wave of water from the lake, covering his entire body from the shoulders down and placing her hands in the water as it glowed a misty white. She could hear his footsteps on the soft sand as he began to walk away. But for some reason, she didn't want him to leave her side. Not yet.

"My mother. She's gone." Phoenix stated, her back to him as tears began to run down her cheeks again. The crunching of the sand immediately stopped.

"I'm sorry." He said, beginning to walk towards her as he put a hand on her shoulder. The real Bucky was back. She didn't respond, but instead finally allowed herself to grieve. Sobs wracked her body, she began to cry and scream aloud, memories of her mother playing inside her closed eyelids. Bucky hesitated for a moment before kneeling next to her and rubbing a hand up and down her back.

* * *

"So where do we go from here?" Phoenix crossed her arms in front of Nick Fury as they stood in the middle of a storage container, Bucky leaned against the wall near the exit.

"I need to use the leftover funding from SHIELD to hunt the rest of these HYDRA bastards down. I can set you two up with Tony Stark in the new Avengers tower. I believe a few of the Avengers are already living there, so it gives a good opportunity to know your teammates." Fury said as he went back to going through passports and replacing his eyepatch with sunglasses. Phoenix nodded, moving towards the exit.

"Thanks Fury." Phoenix smiled at him before leaving the storage room with Bucky following behind her.


End file.
